Sec Form 4 Filing - Cai Chenyu Caroline @ Pzena Investment Management, Inc. - 2022-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Cai Chenyu Caroline
2. Issuer Name and Ticker or Trading Symbol
Pzena Investment Management, Inc. [ PZN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
PZENA INVESTMENT MANAGEMENT, INC. -320 P, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2022
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock, par value $0.000001( 1 ) 01/01/2022 A 48,701( 2 ) A 940,133( 3 ) I Pzena Investment Management, LP( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Delayed Exchange Class B Units( 2 )( 5 ) ( 2 )( 5 ) 01/01/2022 A 48,701( 2 ) ( 2 )( 5 ) ( 2 )( 5 ) Class A common stock, par value $0.01 48,701 ( 2 ) 940,133( 3 ) I Pzena Investment Management, LP( 4 )
Class B-1 Units ( 6 ) 01/01/2022 A 661,341( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Class A common stock, par value $0.01 ( 6 ) $ 0 1,434,791( 8 ) I Pzena Investment Management, LP( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cai Chenyu Caroline
PZENA INVESTMENT MANAGEMENT, INC. -320 P
8TH FLOOR
NEW YORK, NY10022
X Executive Vice President
Signatures
/s/ Joan F. Berger, as attorney-in-fact for Chenyu Caroline Cai 01/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Operating Company") is also issued one share of Pzena Investment Management, Inc.'s (the "Issuer") Class B common stock, par value $0.000001 per share, in exchange for the par value thereof. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Issuer to holders of its capital stock, except for the right to receive the par value thereof upon the Issuer's liquidation or dissolution
( 2 )On January 1, 2022, the Reporting Person was granted 48,701 Delayed Exchange Class B Units of the Operating Company and an equivalent number of share of Class B common stock, par value $0.000001 per share. These Class B units vest immediately upon the date of grant and have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended Pzena LLC Agreement) until seven years after the grant date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth in the Exchange Rights Agreement). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
( 3 )This number includes 251,108 of Delayed Exchange Class B Units and 689,025 Class B Units. Delayed Exchange Class B Units vest immediately upon the date of grant and have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended Pzena LLC Agreement) until seven years after the grant date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth in the Exchange Rights Agreement). Currently, 132,827 of Ms. Cai's Delayed Exchange Class B units have exceeded seven years since the date of their grants and are therefore 100% exchangeable. Delayed Exchange Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
( 4 )Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of December 30, 2019, whenever a Class B Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Unit and related Class B common stock, to PIM LP and PIM LP will concurrently issue to him a corresponding limited partnership interest. Pursuant to the LPA, each limited partnership interest in PIM LP will be cancelled upon redemption by the Reporting Person for Class B Units and related Class B common stock subject to the terms of the LPA. The Issuer is the general partner of PIM LP.
( 5 )Represents units of the Operating Company classified as "Class B Units" under the Operating Company's Amended and Restated Operating Agreement dated as of December 30, 2019 (the "Amended Pzena LLC Agreement"), among the Issuer, as the Managing Member of the Operating Company and the holders of such reclassified units of the Operating Company. Pursuant to the Amended Pzena LLC Agreement, each Class B Unit is exchangeable for a share of Class A common stock of the Issuer subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.
( 6 )Holders of Class B-1 Units of the Operating Company are eligible to receive dividends with respect to such Class B-1 Units following the grant of such Class B-1 Units, but such Class B-1 Units are not exchangeable into Class A common stock of the Issuer until one or more exchange dates to be determined by the Operating Company, which exchange dates shall be after such Reporting Person's employment with the Operating Company ends. The number of shares of Class A common stock issued in the exchange will be calculated based upon the appreciation in the price of the Class A common stock of the Issuer as of the date of exchange compared to the price of the Class A common stock of the Issuer as of the date of grant as described in the Exchange Rights of Class B-1 Members set forth in Exhibit D to the Amended and Restated LLC Operating Agreement of the Operating Company.
( 7 )These Class B-1 Units will vest on January 1, 2027. Only vested Class B-1 Units are exchangeable, any Class B-1 Units that are unvested shall be forfeited if such Reporting Person's employment with the Operating Company ends before its applicable vesting date.
( 8 )This number includes 661,341 Class B-1 Units that will vest on January 1, 2027 and 773,450 vested Class B-1 Units.

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